Form 51-102F1
CALIBRE MINING CORP.
Management Discussion and Analysis
August 29, 2007
Management Discussion and Analysis should be read in conjunction with the unaudited interim consolidated financial statements for the six months ended June 30, 2007.
Significant accounting policies are outlined in Note 2 to the Financial Statements of the Company for the year ended December 31, 2006. These accounting policies have been applied consistently for the six months ended June 30, 2007.
Company Overview
Calibre Mining Corp. (“Calibre” or the “Company”) is a mineral exploration and mine development company focused on the discovery, acquisition and development of global precious and base metal assets. Calibre Mining Corp. is a public company with a listing on the TSX Venture Exchange (CXB.TSX-V).
2007 Second Quarter Highlights – April 1 to June 30, 2007
The Company completed a 1,326 metre reverse circulation “RC” drilling program on its Cargo porphyry copper-gold prospect in NSW, Australia. Five of six drill holes intersected porphyry-style copper and gold mineralization over widths of up to 250 metres. Cybele can acquire a 70% interest in the Cargo property from Golden Cross Operations Pty. Ltd. by spending AUD$5.0 million on exploration and development over four years.
At the Company’s Annual General Meeting held May 30, 2007, the shareholders approved a special resolution authorizing the directors of the Company to change its name from “TLC Ventures Corp.” to “Calibre Mining Corp. The name change became effective June 18, 2007.
Subsequent to June 30, 2007 the Company reached agreement with the minority shareholders of Cybele Resources Inc. (“Cybele”) to acquire their 3.7% interest in Cybele. Upon completion of the transaction Calibre will own 100% of the issued and outstanding common shares of Cybele. The parties have entered into a share exchange agreement whereby Calibre will issue 442,000 common shares in exchange for 2,210,000 Cybele common shares.
Point Leamington Zinc-Gold-Copper-Silver Deposit, Newfoundland
Activity on the Point Leamington project during the second quarter consisted of processing and interpretation of the airborne geophysical survey results by consultant Jovan Silic. A final report has been received and is currently under review.
Cargo, New South Wales, Australia
Final analytical results from the 1,326 metre RC drilling program that was completed in March were still pending at the end of June. The delay in obtaining the final results was due to a combination of slow laboratory turn-around times and the fact that several batches had to be re-analyzed in order to pass QAQC.
The main exploration activities during the quarter included: re-logging of the historical diamond drill core and selected RC holes at the government core storage facility at Penrith, NSW; completion of a 1:5,000 scale geological map of the main prospect area; and compilation of a GIS database for the historical information. Rehabilitation of the RC drill sites was also completed.
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Outstanding Share Data
Set out below are outstanding share data of the Company as at August 30, 2007. For additional detail, see Note 7 to the financial statement for the 12 months ended December 31, 2006.
| At August 30, 2007 | Number Outstanding |
| Common shares | 50,212,916 |
| Options to Purchase Common Shares | 6,690,000 |
| Warrants to Purchase Common Shares | 4,350,000 |
Discussion of Operations and Financial Condition for the period ended June 30, 2007
The following discussion and analysis of the Company’s financial condition and results of operations from April 1 to June 30, 2007 should be read in conjunction with the Company’s annual audited financial statements dated December 31, 2006 and related notes.
| Three Months
Ended June 30,
2007 | Three Months
Ended June 30,
2006 | Six Months
Ended June 30,
2007 | Six Months
Ended June 30,
2006 |
| REVENUE | $- | $- | | |
| EXPENSES | | | | |
| Amortization | 12,347 | 20,159 | 18,678 | 24,663 |
| Audit and Accounting | 44,529 | 16,770 | 69,519 | 23,417 |
| Bank Charges | 842 | 489 | 1,215 | 919 |
| Consulting Fees | 40,500 | 30,000 | 81,000 | 60,000 |
| Foreign exchange | 6,891 | (3,128) | 16,995 | 9,893 |
| Insurance | 18,686 | 13,220 | 32,558 | 26,785 |
| Legal fees | 34,559 | 31,197 | 38,945 | 34,564 |
| Marketing | - | - | - | 492 |
| Office, Postage and Printing | 36,899 | 10,535 | 57,401 | 18,173 |
| Rent | 31,027 | 12,282 | 62,063 | 24,527 |
| Research and development | - | - | - | 3,579 |
| Salaries and Wages | 175,177 | 43,939 | 339,607 | 82,908 |
| Salaries and Wages – Stock Compensation | 222,689 | 452,498 | 445,754 | 556,008 |
| Shareholder Relations | 4,830 | 2,626 | 5,918 | 2,626 |
| Telephone and Utilities | 5,294 | 5,521 | 10,623 | 7,283 |
| Trade Shows | - | - | - | 5,514 |
| Transfer Agent, Regulatory Fees | 8,348 | 36,635 | 16,338 | 43,593 |
| Travel | 53,346 | 15,773 | 178,505 | 27,891 |
| TOTAL EXPENSES | (695,964) | (688,516) | 1,375,119 | 952,835 |
| Property investigation | - | (40,041) | - | (90,517) |
| Write off – mineral properties | (1,012,667) | - | (1,012,667) | - |
| Interest Income | 56,342 | 34,611 | 122,701 | 65,201 |
| Non-controlling interest | 45,974 | (25,716) | 47,099 | (23,830) |
| LOSS FOR THE PERIOD | (1,606,315) | (719,661) | 2,217,986 | 1,001,981 |
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Components of our operating expenses are disclosed below.
Amortization
These expenses are attributable to amortization on our computer equipment and software, furniture and office equipment and leasehold improvements. The decrease of amortization relates to the write-off of leasehold improvements taken in the second quarter of 2006.
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Audit and Accounting
The Company is a reporting issuer under the United States Securities Exchange Act of 1934 and is required to prepare annual financial statements with U.S. GAAP reconciliation on an ongoing basis. The Company’s financial statements now comply with both U.S. GAAP and GAAS. Audit and accounting fees are higher for 2007 as fees for auditing increased and the Company began reviewing and documenting disclosure controls and procedures required for U.S. GAAP reconciliation and reporting.
Consulting Fees
The Company pays consulting fees to Endeavor Financial Corp. for services including, but not limited to, assistance in project evaluation and acquisition, as well as capital markets advice. Fees increased part as the Company began to use a consultant for marketing beginning in September 2006.
Insurance
Insurance costs include general office, equipment and director and officer liability insurance. These costs increased as the Company has expanded operations internationally. Costs also increased as the Company increased its insurance coverage.
Legal Fees
Legal fees are primarily attributable to our status as a publicly traded company in Canada.
Marketing
Marketing expenses include the production of marketing materials for presentations and the preparation of investor relations materials
Office, Postage and Printing
These costs generally include office, postage and printing costs associated with our leased premises. These costs increased with the Company’s recent expansion internationally.
Rent
Rent includes rent payable in connection with our head office in Vancouver, British Columbia and for offices in Australia.
Salaries and Wages
Salaries and wages include salaries, wages and benefits payable to the Company’s employees. These costs increased over 2006 as the Company recently hired a new President and CEO and a VP Exploration. In addition, salaries and wages includes signing bonuses paid to the new executives.
Salaries and Wages – Stock Compensation
Stock compensation expense associated with salaries and wages is attributable to stock options granted to both employees and non-employees using the fair value method. Relevant vesting schedules and the assumptions used for the fair value calculation can be seen in the financial statements. Overall stock-based compensation costs increased in 2007 as the Company granted options in the parent company as well as options in its wholly-owned subsidiary to officers. A portion of these costs have been capitalized to resource properties.
Shareholder Relations
Shareholder relation expenses include costs to communicat e with shareholders including Annual General Meeting material and news release dissemination and regulatory filings.
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Telephone and Utilities
Telephone expenses include both those in office premises and for cellular phones and portable communications devices used by Company personnel. Costs increased with the addition of new international employees.
Trade Shows
Trade show expenses are for trade shows attended by the Company for the purpose of increasing our public profile.
Transfer Agent, Regulatory Fees
Transfer agent and regulatory fees include fees payable to the transfer agent and fees payable to securities regulatory authorities as a required by a public company in Canada. The decrease in fees in 2007 relates to the additional charge taken in 2006 for a two for one share split.
Travel
Travel expenses include both business travel and travel related to our pursuit of financing opportunities. The Company held a strategic planning session in January and these costs are reflected in travel.
Property Investigation
These expenses include travel to review projects, the hiring of consultants to review property data and the review of legal documentation and regulatory requirements.
Write off – mineral properties
The Company has discontinued operations in Vanuata, Papua New Guineas and the Solomon Islands and accordingly has written off the costs for these properties.
Interest Income
Interest income is attributable to interest earned on our liquid investments, including cash and cash equivalents. These funds are presently held in cash and cash equivalent investments pending expenditure on operations. The increase in interest income is due to the recent financing completed by the Company.
Net Loss
The Company will continue to incur losses until such time as the commercial development of a discovery or an acquisition results in positive earnings.
Disclosure Controls and Procedures
Disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported on a timely basis to senior management, so that appropriate decisions can be made regarding public disclosure. As at the end of the period covered by this management’s discussion and analysis, management evaluated the effectiveness of the Company’s disclosure controls and procedures as required by Canadian securities laws.
Based on that evaluation, management has concluded that, as of the end of the period April 1 to June 30, 2007 covered by this management’s discussion and analysis, the disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the Company’s annual filings and interim filings (as such terms are defined under Multilateral Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) and other reports filed or submitted under Canadian securities laws is recorded, processed, summarized and reported within the
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time periods specified by those laws, and that materials information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.
Adoption of new accounting standards
On January 1, 2007, the Company adopted two new accounting standards issued by the Canadian Institute of Chartered Accountants (“CICA”); Section 3855, “Financial instruments – recognition and measurement”, and Section 1530, “Comprehensive income”. These standards were adopted on a prospective basis and as such, prior periods have not been restated.
Comprehensive Income
Section 1530 introduces Comprehensive Income which is comprised of Net Income and Other Comprehensive Income (“OCI”) and represents changes in Shareholders’ equity during a period arising from transactions and other events with non-owner sources. Other Comprehensive Income includes unrealized gains and losses on financial assets classified as available-for-sale, unrealized foreign currency translation amounts, net of hedging, arising from self-sustaining foreign operations, and changes in the fair value of the effective portion of cash flow hedging instruments. The Company’s Financial Statements will include a Statement of Comprehensive Income and the cumulative amount, Accumulated Other Comprehensive Income (“AOCI”) will be presented as a new category of Shareholders’ Equity in the balance sheet.
Financial Instruments – Recognition and Measurement
Section 3855 establishes standards for recognizing and measuring financial assets, financial liabilities and non-financial derivatives. It requires that financial assets and financial liabilities including derivatives be recognized on the balance sheet when the Company becomes a party to contractual provisions of the financial instrument or a derivative contract. All financial instruments should be measured at fair value on initial recognition except for certain related party transactions. Measurement in subsequent periods depends on whether the financial instrument has been classified as held-for-trading, available-for-sale, held-to-maturity, loans and receivables, or other liabilities.
Financial assets and financial liabilities held-for-trading will be measured at fair value with gains and losses recognized in the Company’s loss for the period. Financial assets held-to-maturity, loans and receivables and financial liabilities other that those held-for-trading, will be measured at amortized cost using the effective interest method of amortization. Available-for-sale financial assets will be measured at fair value with unrealized gains and losses including changes in foreign exchange rates being recognized in OCI. Investments in equity instruments classified as available-for-sale that do not have a quoted market price in an active market will be measured at cost. Derivative instruments must be recorded on the balance sheet at fair value including those derivatives that are embedded in financial instruments or other contacts but are not closely related to the host financial instrument or contract, respectively. Changes in the fair values of derivative instruments will be recognized in the Company’s loss for the period, except for derivatives that are designated as a cashflow hedge, the fair value change for which will be recognized in OCI. Section 3855 permits an entity to designate any financial instrument as held-for-trading on initial recognition or adoption of the standard, even if that instrument would not otherwise satisfy the definition of held-for-trading set out in Section 3855. Other significant accounting implications arising on adoption of Section 3855 include the initial recognition of certain financial guarantees at fair value on the balance sheet and the immediate expensing of any related transaction costs, fees or premiums.
Critical Accounting Estimates
The preparation of the Company’s consolidated financial statements requires management to use estimates and assumptions that affect the reported amounts of assets and liabilities, as well as revenues and expenses. The most significant accounting estimates for the Company relate to the carrying value of its mineral property assets and accounting for stock-based compensation. The Company’s accounting policies are set out in full in Note 2 of the Annual Financial Statements dated December 31, 2006.
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Mineral Property Costs
One of the most critical areas where estimates are used is in the area of valuation of the carrying value of mineral property costs. Under Canadian GAAP, the Company records its interests in mineral properties at cost. The costs of acquiring mineral properties and related exploration and development expenditures are deferred and would be amortized against future production following commencement of commercial production or are written off if the properties are sold, allowed to lapse or abandoned. General exploration, overhead and administration costs are expensed in the period incurred. The estimated values of all properties are assessed by management on a continual basis and reported to the Board. This assessment may be estimated by quantifiable evidence of a geological resource or reserve or the Company’s assessment of its ability to sell the property for an amount greater or less than the carrying value. If the carrying values exceed estimated recoverable values, then the costs are written down to the estimated recoverable values. Management’s estimates of mineral prices, recoverable resources and reserves, and operating, capital and reclamation costs are subject to certain risks and uncertainties that may affect the recoverability of mineral property costs. Although management has made its best estimate of these factors, it is possible that changes could occur in the near term that could adversely affect management’s estimate of the net cash flows to be generated from its properties. The Company presently has no proven or probable reserves. Option payments received are treated as a reduction of the carrying value of the related mineral property and deferred costs until the payments are in excess of costs incurred, at which time they are then credited to income.
Stock-Based Compensation
Another significant estimate relates to accounting for stock-based compensation. Option pricing models require the input of highly subjective assumptions, including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore, the existing models do not necessarily provide a reliable single measure of the fair value of the Company’s stock options granted/vested during the year.
Related Party Transactions
The Company’s executive officers including the President and CEO, Chief Financial Officer and Secretary provide services to the Company. During this period director fees in the amount of $5,000 were paid to each of the four independent directors of the Company. All related party transactions were recorded at the amounts agreed upon between the parties.
As at June 30, 2007, amounts due to related parties consist of $65,064 owing to directors and officers of the Company. During the period, legal fees of $34,617 were paid to a law firm associated with an officer of the Company.
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Quarterly Information
The following financial information is for each of the eight most recently completed quarters of the Company. This is derived from unaudited interim financial statements prepared by management.
Summary financial information for the eight most recently completed quarters
| | | Total | | | Loss for the | | | Loss per | | | Loss per share | |
| | | revenues | | | period | | | share basic | | | diluted | |
| June 30, 2007 | | Nil | | $ | 1,606,315 | | $ | 0.03 | | $ | 0.03 | |
| March 31, 2007 | | Nil | | $ | 611,671 | | $ | 0.01 | | $ | 0.01 | |
| December 31, 2006 | | Nil | | $ | 236,890 | | $ | 0.01 | | $ | 0.01 | |
| September 30, 2006 | | Nil | | $ | 396,967 | | $ | 0.01 | | $ | 0.01 | |
| June 30, 2006 | | Nil | | $ | 719,661 | | $ | 0.02 | | $ | 0.02 | |
| March 31, 2006 | | Nil | | $ | 282,320 | | $ | 0.01 | | $ | 0.01 | |
| December 31, 2005 | | Nil | | $ | 413,939 | | $ | 0.01 | | $ | 0.01 | |
| September 30, 2005 | | Nil | | $ | 527,082 | | $ | 0.01 | | $ | 0.01 | |
The Company’s losses have increased significantly due to legal costs, salaries, setting up of an offshore office and property investigation. The increase in losses for the period ended June 30, 2007 includes an amount of $1,012,667 relating to the write off of mineral properties. The Company will continue to incur losses until such time as the commercial development of a discovery or an acquisition results in positive earnings.
Liquidity and Capital Resources
Working Capital
The Company had a working capital balance of $6,171,441 at June 30, 2007, compared with $7,682,959 at December 31, 2006.
In response to increased precious and base metals prices the Company completed a review of the Point Leamington Property during 2006 and began an AEM survey at Point Leamington. The balance of this survey was completed during the first quarter of 2007. In addition, we anticipate that we will spend approximately $1.4 million during 2007 in general and administrative expenses pursuing our plan of operations. We will set additional costs for project evaluation as opportunities arise. We anticipate that we will be able to finance both our anticipated capital and operating expenses including work programs initiated by Cybele over the next twelve months using our current working capital.
Cash and Cash Equivalents
The Company had cash of $6,143,521 at June 30, 2007 compared to $7,685,884 at December 31, 2006. The liquid portion of the working capital consists of cash and cash equivalents held in banks and highly liquid investments with remaining maturities at point of purchase of 90 days or less. Management of these securities is conducted in-house and is based on investment guidelines approved by the Board. These investments are in conservative money market instruments that bear and carry a low degree of risk. The objective of these investments is to preserve funds for future operations.
Cash Used in Operating Activities
Cash used in operating activities was $853,986 for the six months ended June 30, 2007.
Cash Used in Investing Activities
The Company used $869,627 of cash in investing activities during the six months ended June 30, 2007. Cash used in investing activities included the acquisition of $168,268 of property and equipment and $701,359 of mineral property costs in connection with the Company’s Point Leamington Property and recently acquired Cargo Property in Australia. Furniture and equipment purchases included approximately $30,000 for furniture and approximately $85,000 for computer and related software.
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Mineral property costs included an airborne AEM survey at the Point Leamington Property and reverse circulation drilling on the Cargo Property.
Financing Activities
The Company received proceeds of $31, 250 from the exercise of 250,000 share purchase options at an exercise price of $0.125 per share.
Liquidity and Solvency
The Company’s ability to conduct operations, including the acquisition, exploration and development of mineral properties, is contingent upon its ability to raise funds, primarily from equity sources.
The Company currently has 50,212,916 common shares issued and outstanding. As at August 30, 2007, outstanding options and warrants of Calibre Mining Corp. represent a total of 11,690,000 common shares. If exercised in full, these options and warrants would generate proceeds of $8,063,750, if these options and warrants were exercised in full. The exercise of these options and warrants is completely at the discretion of the holders and the Company has no indication that any or all of these options and warrants will be exercised.
The Company’s financial instruments consist of cash and cash equivalents, amounts receivable and accounts payable and amounts due to related parties. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from the financial instruments. The fair value of these financial instruments approximates their carrying value due to their short -term maturity or capacity of prompt liquidation.
Business Risks
Success depends upon many factors, many of which are beyond the Company’s control. Typical risk factors metal prices, title, environmental regulations and competition from others.
The Company has no history of profitable operations and its present business is at an early stage. As a result the Company is subject to common to such enterprises, including limitations with respect to personnel, financial and other resources and the lack of revenues.
The Company may require additional funds to further explore and develop its properties and raising such funds will cause dilution to current shareholders. Failure to obtain such additional financing could result in the delay or indefinite postponement of further exploration and development of its properties.
Exploration and Development
Resource exploration and development is a speculative business. It is characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production. The mineral exploration business involves a high degree of risk. Only a few of the many properties that are explored are ultimately developed into operating mines.
Metal Prices
Metal prices have fluctuated widely, particularly in recent years and are affected by numerous factors including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumption patterns, speculative activities and worldwide production levels. The effect of these factors on the Company’s future prospects cannot accurately be predicted.
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Title Risks
Although the Company has exercised the usual due diligence with respect to determining title to properties in which it has a material interest, there is no guarantee that title to such properties will not be challenged or impugned. The Company’s mineral property interests may be subject to prior unregistered agreements or transfers or native land claims and title may be affected by undetected defects.
Environmental Regulations, Permits and Licenses
The Company’s operations may be subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which could result in environmental pollution. Environmental legislation is evolving in a direction of stricter standards, and enforcement, and higher fines and penalties for non-compliance. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of operations. The Company intends to comply with all environmental regulations.
Amendments to current laws, regulations and permits governing exploration, development and operations or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in the exploration and development of new properties.
Competition and Agreements with Other Parties
The mining industry is intensely competitive in all its phases. The Company competes with other companies that have greater financial resources and technical resources. Competition could adversely affect the Company’s ability to acquire suitable properties or prospects in the future.
Conflicts of Interest
The Company’s directors and officers may serve as directors or officers, or may be associated with other reporting companies or have significant shareholdings in other companies. To the extent that such other companies may participate in business or asset acquisitions, dispositions, or ventures in which the Company may participate, the directors and officers of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. If a conflict of interest arises, the Company will follow the provisions of its governing corporate legislation dealing with conflicts of interest. These provisions state that where a director has such a conflict, that director must, at a meeting of the Company’s directors, disclose his or her interest and refrain from voting for or against the approval of such a participation or such terms unless otherwise permitted. In accordance with the laws of the Province of British Columbia, the directors and officers of the Company are required to act honestly, in good faith and in the best interests of shareholders.
Special Note Regarding Forward Looking Statements:
Certain statements in this document constitute “forward looking statements”. Such forward looking statements involve known and unknown risk, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: risks inherent in mineral exploration; risks associated with development, construction and mining operations; restrictions on foreign ownership; uncertainties relating to carrying on business in foreign countries; the Company’s history of operating losses and uncertainty of future profitability; uncertainty of access to additional capital; environmental liability claims and insurance; and dependence on joint venture partners.
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